24.2 - Certified  copy of the  Resolution of the Board of Directors  authorizing
signatures pursuant to power of attorney

                                     EXTRACT
                                      FROM
                           BOARD OF DIRECTORS MEETING
                                  MARCH 7, 2002

 After discussion, upon motion duly seconded, it was

         RESOLVED, That the proper officers of the Corporation be, and hereby
         are, and each of them with the full authority without the others hereby
         is, authorized, empowered and directed, in the name and on behalf of
         the Corporation, to execute the Corporation's Form 10-K for the year
         ended December 31, 2001, in a form substantially similar to the form to
         be provided to the Directors of the Corporation for their review, with
         such changes as such proper officers, with the advice of counsel deem
         necessary or desirable, the execution by such proper officers to be
         conclusive evidence that they or he/she deemed such changes to be
         necessary or desirable, and to execute any amendment to such Form 10-K,
         to procure all necessary signatures thereon, and to file such Form 10-K
         and any amendment when so executed (together with appropriate exhibits
         thereto) with the Securities and Exchange Commission;

         RESOLVED, That the proper officers of the Corporation are, authorized,
         empowered and directed in the name and on behalf of the Corporation to
         execute and deliver any and all such documents, certificates,
         instruments, agreements, or regulatory filing, including any
         amendments, modifications, or supplements thereto, and to take all such
         further action as any such officer or other such authorized person
         deems necessary, proper, convenient, or desirable in order to carry out
         the foregoing resolutions and to effectuate the purposes and intents
         thereof, the taking of any such action to be conclusive evidence of the
         approval thereof by the directors of the Corporation; and

         FURTHER RESOLVED, That all actions previously taken and all documents,
         instruments, certificates and the like previously executed by directors
         or officers of the Corporation or other authorized persons in
         connection with the matters referred to in the foregoing resolutions be
         hereby approved, ratified and confirmed in all respects.


I, Richard A. Rapp, Jr., Secretary of KeySpan Corporation, DO HEREBY CERTIFY
that the foregoing is a true and correct copy of resolutions duly adopted by the
Board of Directors at a regularly held meeting on March 7, 2002 and that such
resolutions are in full force and effect on the date of this certification.

WITNESS my hand and seal of the Corporation this 14th day of March, 2002.


 /s/ Richard A. Rapp, Jr.